KEYCORP /NEW/ — Director's Dealing 2013

Jul 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-07-01

Reporting Person: CAMPBELL EDWARD P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-01	Common Shares	M	82	—	Acquired	6730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-01	Phantom Shares	$0	A	1857	Acquired		Common Shares (1857)	Direct
2013-07-01	Phantom Shares	$0	M	82	Disposed	2013-07-01	Common Shares (82)	Direct

Footnotes

F1: Under Directors' Deferred Compensation Plan, director's fees were deferred into Phantom Share account, which shares are convertible into Common Shares on a one to one basis.

F2: Phantom Shares were converted to Common Shares on a one to one basis and distributed under Directors' Deferred Compensation Plan.

F3: Under the terms of the Directors' Deferred Compensation Plan, payment of the Phantom Shares has been deferred until the earlier of October 1, 2021 or the death of the participant.

F4: Includes approximately 461 dividend-equivalent Phantom Shares accrued in June 2013.